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Statement re extension to PUSU deadline

21st Apr 2022 16:40

RNS Number : 9598I
Homeserve Plc
21 April 2022
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT A FIRM OFFER WILL BE MADE, OR AS TO THE TERMS ON WHICH ANY SUCH OFFER WOULD BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

HomeServe plc ("HomeServe" or "the Company")

Extension to PUSU deadline under Rule 2.6(c) of the Code

 

On 24 March 2022, Brookfield Infrastructure ("Brookfield") announced it was in the early stages of considering a possible offer for HomeServe. It was noted that Brookfield would, by no later than 5.00 p.m. on 21 April 2022, either announce a firm intention to make an offer for HomeServe under Rule 2.7 of the Code or announce that it does not intend to make an offer for HomeServe.

 

Since the announcement, HomeServe has received a number of proposals from Brookfield. The Board has carefully considered the proposals, which are subject to a number of conditions.

 

The Board has decided to enter into discussions with Brookfield in relation to a potential offer for the Company. In accordance with Rule 2.6(c) of the Code, HomeServe has requested, and the Takeover Panel has consented to, an extension to the date by which Brookfield is required either to announce a firm intention to make an offer for HomeServe in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00pm on 19 May 2022.

 

This deadline can be further extended by HomeServe with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

 

There can be no certainty that a firm offer will be made, nor as to the terms of any such offer. Further announcements will be made in due course as appropriate.

 

The person responsible for arranging for the release of this announcement on behalf of HomeServe is Anna Maughan (Company Secretary).

 

Enquiries

 

HomeServe

Miriam McKay - Group Communications and IR Director

 

+44 (0)7795 062564

 

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to HomeServe)

Richard Walsh

Carsten Woehrn

James Robinson

 

+44 (0) 20 7742 4000

UBS Investment Bank (Financial Adviser and Corporate Broker to HomeServe)

Craig Calvert

James Donovan

David Sissons

 

+44 (0) 20 7567 8000

Goldman Sachs International (Financial Adviser to HomeServe)

Anthony Gutman

Chris Emmerson

Sara Hanlon

 

+44 (0) 20 7774 1000

Tulchan Group

Martin Robinson

Lisa Jarrett-Kerr

+44 (0) 20 7353 4200

 

Disclaimers

 

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for HomeServe and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than HomeServe for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.

 

UBS AG London Branch ("UBS" or "UBS Investment Bank") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser and corporate broker to HomeServe and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

 

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for HomeServe and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than HomeServe for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on HomeServe's website (www.HomeServeplc.com) by no later than 12 noon (London time) on the business day following the date of this announcement. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

About HomeServe

 

HomeServe is an international home repairs and improvements business that makes home repairs and improvements easy by matching customers to trades to generate repeat and recurring income. HomeServe is listed on the London Stock Exchange, with a market capitalisation of 2.9 billion.

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